She knew she had been staring
by Jael73
Summary: Ace knew she had been staring. But the Professor would never think of her that way. He never could. 7th Seventh Doctor and Ace pairing. Warning: Very brief mention of a past rape.
1. Chapter 1

She knew she had been staring. Actually, she had been staring for several months, now.

Ace had grown from a rebel-girl of sixteen to a competent (if amateur) TARDIS engineer of twenty three under the tutelage of the Doctor, whom she called "Professor" affectionately. He had rescued her from Iceworld, and allowed her travel through time and space with him. The years had flown by, each one fantastic.

He was her father, teacher, protector. Occasionally, "bastard" was even an appropriate description of what he did with her life; maybe "master manipulator" was better (her skull still pounded when she remembered Fenric). But never anything more.

She had begun to wonder about the Professor's sex life recently. (Recently? What was time when traveling in the TARDIS?) After she got over the initial embarrassment of even imagining him that intimate/exposed with anyone (the button-down shirt, tie, pullover vest, jacket, and hat that he almost always wore precluded her for years of even considering him a sexual being), she realized that in the seven years relative time that they had traveled together, he had not been with anyone. She was certain. There simply would never have been enough time!

_Do Gallifreyans even have sex?_ Ace mused as she looked at him through her eyelashes, sitting on the far side of the control room, obviously lost in thought. He was an alien, which was something that Ace often forgot, as he looked so human on the outside. A bit on the shorter side, he had piercing steel blue eyes and a smirk that could make you melt. His voice, a soft Scottish burr that he had told her was new to his incarnations, was sometimes downright orgasmic. She felt blood rush to her cheeks as she remembered her last fantasy of him, in the privacy of her own rooms.

_Woa, girl, remember that he can read minds._ Or whatever. She looked askance at him again, noticing that he had closed his eyes in thought. She was never really sure how much he read her mind, but she really didn't want him to see the mental picture she had just had of him. She knew he would never think of her that way, and it would be mortifying.

Ace sighed and turned back to the engineering problem she had been trying to work out on the console screen. She loved everything about him, the dark moody attitude, the avenging Time Lord, the gentlemen, the innocent child. She could no more resent that he would never notice her that way than she could wish he didn't play the spoons.

"Ace?" His breath tickled her ear as he leaned in entirely too close for the thoughts that had just been whizzing through her head. But he was oblivious to how his closeness affected her. "Have you come up with any answers?"

She turned as smoothly as she could to face him. His eyes sparkled, as they did when he thought about interesting things that needed solving. He tweaked her nose, affectionately, as he glanced at the schematics on the screen.

It was too much for Ace. She bit back a groan and the shiver that threatened to go all the way up her spine. _Not now!_ She screamed inside her head. Damn, he had the worst timing sometimes!

The Doctor stepped back, surprised at the forcefulness of the thought he perceived from Ace. He wasn't a mind-reader, _per se_, but this incarnation was more psi-sensitive than his last ones had been, and he was an expert at reading body-language. Which usually allowed him to answer the unspoken questions, giving people the impression that he had actually read their mind. This time, though, all he could sense was that Ace was both repelling him and pulling at him at the same time.

"Ace?" He asked again, softly, this time concern and confusion in his eyes. She looked into them with sadness and dread.

"N-nothing, Professor. And no, I haven't found a workable answer." She moved away, skirting the round console casually, trying to give the impression that she was thinking about the "engineering problem."

_Oh, yea, she thought, I'm thinking about a problem, alright._ The Cheetah virus heightened her sense of smell. If she could smell her own arousal, he would be able to soon enough. She needed to get out of here!

"I'm tired, actually. I think I'm going to go take a nap." She turned and walked quickly up the ramp to the other rooms.

The Doctor watched her go silently, his face a blank mask hiding his thoughts. There was something he was missing….

**7A7A7A7A7A7A7A7A7A7A7A77A**

The next several weeks were hellish for both Ace and the Doctor. The intensity of inspection that he was giving Ace sent her further and further into depression, compelling her to stay in her private rooms more and more to avoid his scrutiny.

She knew he would never understand, and she could never stand to be pitied. _Was this the end?_ She thought desperately. Would she need to leave him simply because she dreaded him eventually finding out how she felt, and laughing at her for being a "silly human"? Or worse, him simply looking at her with incomprehension, having never even considered intimacy with a human before?

**7A7A7A7A7A7A7A7A7A7A7A77A**

The Doctor pulled a chair to the side of the door to Ace's rooms and settled in, half grumbling, half in near panic. He had programmed the TARDIS to drift in the time vortex, unwilling to go anywhere until he had figured out this newest problem with his companion.

He would never, of course, violate her privacy unless she was in eminent danger, but he knew that they needed to have a serious talk. Enough was enough. Unfortunately, he wasn't actually sure what, exactly, they needed to talk about. Which was maddening. The Doctor could never rest until a mystery was solved. And when it came to Ace, it was doubly important that he understand what was wrong. He was sure he didn't want to speculate _why_ it was so important.

For there was definitely something wrong. She had been outright avoiding him for days, now. He thought back to when the behavior started, at the guidance console of the TARDIS. She had given him a look….

Wait. His eyes fluttered shut, his mind seeing that look though time, through the years Ace had been traveling with him. That shaded look through her eyelashes, he had seen it, but not _observed_, as he had said fondly once to an almost-companion. She had been watching him for some time now, he realized. Watching for what?

He inhaled, and his eyes snapped open at the remembrance of her smell over the last few weeks. Arousal. He grimaced furiously at his own stupidity. He had _smelled_ it even, and still had not observed! How long had this been a truth for her?

He frowned deeply. He had been thick and obtuse, which wasn't like him. Ace had started traveling with him at sixteen. He was very proud of how she had matured into a woman. And then he had gone and promptly forgot that she had matured into a _human_ woman. It had become so easy to forget that she was not Gallifreyan, but an alien, with alien needs and emotions.

He was disappointed in himself. He had neglected his Ace. And he had needs, too, emotions he had just begun to explain to her.

_Don't you hate anything?_

_I hate burnt toast. I loathe bus stations, with all those lost souls._

_Unrequited love._

Gallifreyans, and especially graduated Time Lords and Ladies, rarely had emotional needs, the concepts of Time taking up all their energy. Unrequited love simply was unheard of, thrown in the same rubbish heap of primitive ideas as gardening tools. It had been one of the things that caused him to leave Gallifrey with his granddaughter Susan. Throughout all of his incarnations, he had been a passionate man, for adventure, for the unknown, for companionship. He, _Theta_, needed more than any "normal" Time Lord. Other than the Master, which is probably why they kept bumping into each other from life to life.

But could he be passionate in _that_ way? He had been once, with his wife, long ago. The only one that he had ever told his true name to. But he wasn't sure he had it in him anymore. He had seen so much, done so many things….

And then he thought of Ace. His Ace. Her large, intelligent brown eyes, which he had watched grow wise over the years. The sparkle they got when she was working on an improvement to her Nitro-9. How she knew him so well, and had started to be a true colleague to him, not just a side-kick so that he would have an audience for his brilliance. He had actually started to toy with the idea of sending her to the Time Lord Academy, the first human ever.

His hearts beat faster at the thought of losing her for that long. It would take her at least through this incarnation to finish such training, even if it was time-compressed. She would come back to a completely different him.

And then it hit him. Sitting next to her room, he finally realized he loved her. That he had loved her for some time, now. But could he ever be_ in love_ with her?

He had to make a choice. Now. For Ace's sake, and for his.


	2. Chapter 2

Ace heard a soft knocking at the entrance door to her private rooms. She had been so grateful to the Professor when he had showed her "her space", as she had never had anything this nice.

He had never knocked before, never even followed her to her rooms before, leaving her with the distinct impression that he knew of her past encounters with men. He was trying to give her the space in which to finally feel safe.

Well, why can't he give me space now? She growled, knowing that was unfair. She had been in her room, with the blankets over her head, for half a day now. He cared for her. She was sure she had him worried to a frazzle. She stifled a sob, though, knowing full well that she no longer just wanted him to care for her.

"Ace? Please, open the door." The Doctor's voice was caught somewhere between concern, annoyance, and I'm-going-to-break-down-this-door-in-30-seconds-if -you-don't-open-it. She sighed deeply, resigned. Here we go, she squared her shoulders, gathering strength from some unknown well, and opened the door.

The Doctor's hand was poised to knock again as the door swung open to reveal a disheveled, tired Ace in nothing but a rather tight tank top and pj bottoms.

He stuttered "A-Ace, I, I th-think we should talk," completely flustered. This is never going to work, I can't even look at her so exposed, he thought wildly, knowing full well that he had seen her in less in the past, having to be both medical doctor and nursemaid to someone that only had one incarnation. This, he knew though, was different.

Ace simply turned and walked back inside her rooms, leaving the door open. She had used almost all of her reserves just to open the door. He would have to take some responsibility.

The Doctor stepped just over the threshold, and closed the door. He hadn't been in these rooms since Romana. Not in an inappropriate way, but she had often invited him in for tea. Now, as Ace sat down on a couch she must have programmed from the replicator, he knew he had to get passed this. He simply wasn't sure that he was not about to hurt her horribly. Again.

Ace gestured to the cushion next to her. "What did you want to talk about?" she asked a rather monotone voice, artfully masking any and all emotions.

No, the Doctor realized, it wasn't artful, it was that she was simply exhausted, emotional reserves completely spent in the last several days. He sat.

He actually wrung his hands together, having no brolly or hat to fiddle with. "I don't know," he finally whispered, his eyes downcast, emotionally trapped between not knowing what to say and all of the new thoughts that were racing though his mind.

He looked up at a sound that sounded like a harsh laugh, but looking into Ace's face, realized it was a broken sob wrenched from her chest. "I know you don't," she said, putting her hands to her face as the tears began to flow. "I'm so sorry!" she sobbed.

"Ace!" he groaned miserably, pulling her to his chest. How could he not have seen this? Was he so emotionally oppressed that he couldn't understand the needs of his friend, his longest friend?

She cried out her grief on his shoulder, so glad to just touch him, smell him, after days without him. She loved him, was in love with him, lusted after him, all of it. She knew she was in trouble, now.

"It is I that should apologize," he said into her hair, grief making his voice thick with emotion. "I should have understood your feelings sooner."

The sound actually calmed her. She breathed deeply. _He did care_. He cared so much for her. She knew that. How could she be so ungrateful?

"What about your feelings, Doctor?" Ace whispered, her head snuggled against his shoulder. Maybe they could talk this way, almost mind to mind. It wasn't as intimidating as looking him in his eyes.

His arms tightened around her. He couldn't even remember the last time she had called him "Doctor." Was it a sign that he wasn't really her "Professor" anymore?

"I…." he started. He took a breath, and spoke his words carefully. "I care for you…more than I have cared for anyone in a very long while," he confessed in the same whisper she had used.

"But?" she asked, knowing it was there.

"But…it has been a very, very long while," he said slowly, so softly she wouldn't have heard him if he wasn't breathing in her ear. He felt like he was exposing his soul to her. It was frightening, he felt, but realized, it also felt _good_.

She held her breath, deep in thought at his words, knowing they held more meaning than just what was on the surface.

"I'm afraid I will…disappoint you," he finally whispered. She looked up at him at this confession, confused. Realization dawned as she saw the flustered blush on his cheeks, the pained looked in his eyes, feeling his fear of being not able to respond to her, to please her….

"I've never been…willingly…" she blurted, finally finding her voice for her own confession. "On Iceworld, I had nobody. Glitz…paid…" she shivered at the memory.

His whole body shook in anger as he grasped what she meant. But then he stilled himself, knowing that she didn't need his anger. She was safe with him, now. He had thought it at the time in that cafe, simply from watching how her and Glitz interacted. When Mel explained Ace's situation, he had actually thought more of her than less. How brave she had been to survive through it all.

"Do you understand that this is why I've "not noticed" your affection for me? And ignored mine for you?" he spoke out loud his own realizations. "I would never, never want you to think…."

"No!" Ace said, looking up at him. "I know you wouldn't!

"And how do you know?" his voice low, their faces close.

"This," she said, as she touched his lips with hers.

It was a chaste-looking kiss, but there was nothing chaste about how it made him feel. Her warm lips on his felt like life itself.

His lips were like icy fire, sending hot electrical current down to the tips of her toes.

They pulled apart, their eyes wide with the truth they had both experienced, his breathing shallow, her pupils large with desire.

"Yes," he said thickly, leaning in to return her kiss. He pressed a little harder, hoping that instinct would guide him. He knew nothing about kissing. This body had never kissed anybody before. _My god_, he thought metaphorically, _it feels so wonderful_.

The Doctor lips explored Ace's cautiously, still fearful that he would do something wrong. But as he took a breath, she pulled him closer, deepening the kiss in a way that awoke something inside him. Passion flared through his body like fire as he claimed more of her lips for himself. He brought his hand to her cheek, touching her soft skin with his cooler hand. She moaned, parting her lips to him, wrapping her arms around him.

He tentatively touched her lips with his tongue, asking for permission. She opened to him, and he nearly growled at the sensations. His cooler tongue darted into her hot, moist mouth, tasting her for the first time. It was erotic, intoxicating. She tasted like spiced Christmas wine, and he couldn't get enough.

He felt drunk with need as he pushed her back on the couch, diving into her mouth with his tongue, her soft sounds of pleasure inflaming him. Ace shifted, trying to brace herself. The movement brought the Doctor screeching back to reality.

He pulled away hastily, certain he had crossed a rather thick line of impropriety, and stood up. "A-Ace, I'm, I'm so sorry, I don't know what came over me, I didn't mean to…." he babbled furiously, panting with desire and embarrassment.

Rejection hissed through Ace's brain, but passed quickly, as she looked up at him. He looked like a deer that actually knew it was about to be run over, obviously disgusted with himself for "taking advantage of her," and expecting her to be disgusted with him in return.

"Stop," she said simply, as she stood up beside him. She reached out and fingered the collar of his shirt, tracing her fingertips over the knot in his tie. The pained look on his face turned to sheer panic as she slid her hand down his arm. Ace had never thought of herself as a seductress, but somehow she knew she'd be a natural with him.

"You didn't do anything wrong," she said it bluntly, so there could be no misunderstanding. "We don't have to do this now, but I need to know…" she took a deep breath, and dived for treasure, "if you care for me this way, if there is any future for us. Because I can't go on pretending that I don't want you. Desire you. But I don't want your pity. If you don't, or can't, I understand. But I need you know how I feel."

The Doctor was stunned silent, overwhelmed from the grace and wisdom his Ace had gained. He reached up to her face again, hesitantly tracing her cheek, her jaw. She closed her eyes and sighed, leaning into his gentle touch.

"I would like to try," he said softly. Ace looked up with relief and love in her eyes. "There are many things I would need to explain to you, about Gallifrey, about Gallifreyans, culture and…biology…" he said, flushing, embarrassment at the subject evident.

"But…" and there was a hint of a smirk playing at the corner of his mouth, enough to make Ace's heart skip a beat with the rush of feeling. "Could we kiss like that again, now?"

Ace's full smile was the only answer he needed.


End file.
